


Sex on the Beach

by AzureDreamer



Category: My Little Pony: Friendship is Magic
Genre: Anthropomorphic, Autofellatio, Blow Jobs, Breast Play, Breastfeeding, Cock Worship, Condoms, Cum Inflation, Futa, Lactation, Lesbian Sex, Masturbation, Masturbation in Shower, Multiple Orgasms, Other, Sloppy Makeouts, Stripping, Titfuck, Vaginal Fingering, excessive cum, huge tits, hyper, plain ol' penis-in-vagina sex
Language: English
Status: Completed
Published: 2015-11-30
Updated: 2015-12-06
Packaged: 2018-05-04 03:39:01
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 9,181
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5319026
Author URL: https://archiveofourown.org/users/AzureDreamer/pseuds/AzureDreamer
Summary: <blockquote class="userstuff">
              <p>Derpy always dreads going to the beach with Carrot Top. Partially because Top really likes to show off, which makes Derpy keenly aware that she doesn't have all that much to show off herself. But mostly because she has a really unsubtle secret crush that's about to get forced into the open.<br/>By sex.<br/>On the beach.<br/>WARNING! CONTAINS ANTHROS, HUGE TITS, LACTATION, FUTA, EXPLICIT SEX, AND PROBABLY A BUNCH OF OTHER WEIRD STUFF</p>
            </blockquote>





	1. Packing

There were three rules that Derpy Hooves had learned over the course of her life. Three iron-clad rules to be followed at all times and that under no circumstances should be broken, lest disaster and misery follow in their wake. They were as follows;

1\. Never let Dinky have any form of sugar or caffeine after five in the afternoon.

2\. Always have at least one muffin handy in case of muffin-related emergencies.

3\. Never, under any circumstances, go to the beach with Carrot Top.

The last of those was the most important rule of all, and yet somehow it was also the one Derpy found herself breaking the most often. She couldn't help it, really – Carrot Top was her best friend in the whole world, and Carrot Top absolutely adored going to the beach. It was probably her favourite thing about summer, and she spent most of the year that wasn't summer purchasing new, custom made swimsuits with which to show off her body at the beach when summer came around.

And holy  _shit_  did she have a body to show off.

Carrot Top had been a late bloomer. Up until the middle of High School she had been a homely little ball of fat. But then one summer, out of completely nowhere, puberty hit her like a goddamn truck. All that fat suddenly metamorphosed into soft, supple,  _very_  generous curves. Wide, child birthing hips; a spacious, supple ass; just the slightest hint of pudge to her belly. Carrot Top was classically curvy, not in the sense of “obese, but that's okay because I get off on it,” but in the sense that her midsection was softened with a layer of fat just thick enough to provide substance without offsetting the perfect hourglass figure formed by her hips and tits. And speaking of those glorious tits! Each one was easily half again the size of her head, soft and supple without even the slightest hint of sagging. If Derpy didn't know better, she would suspect they were fake. The truth was that a combination of hitting the genetic lottery and custom made, specially enchanted underwear and swimwear had left Carrot Top with breasts that Derpy could only describe as absolutely perfect, just like the rest of her body. She could stare at any one part it for hours and hours and never get tired. And, although Derpy would never admit it to herself, let alone say so out loud, her stares were motivated by more than mere admiration of her childhood best friend's beauty. She often found herself fantasizing.

 _The two of them, bodies tightly entwined, kissing passionately. Derpy's hands caress Carrot Top's generous ass while the orange earth pony tightly grasps Derpy's shoulder with one of her own, using the other to softly stroke her wings, drawng a soft, sensual “ooh” from Derpy's lips and prompting the breaking of the kiss for only a moment. Derpy resumes kissing, slowly moving down Carrot Top's body, her heart beating faster and faster as she approaches her prize. She removes her left hand from Top's ass, moving it up to viciously molest her right breast. Derpy's lips continue their journey down Carrot Top's torso, moving past her friend's surprisingly slender neck and shoulders (the only part of her body that could really be called slender) and reaching the true goal of her left tit. Derpy breathes heavily with anticipation, the sensation of breath on her nipple sending shivers down Carrot Top's spine. “Come on, Derps. You know how I feel about foreplay. Hurry up and suck me already.” Derpy needs no further invitation, diving right in. She savagely licks, nibbles, and molests Carrot Top's breast, causing the mare to moan deeply and huskily.  She wraps her generous thighs around Derpy's leg, rubbing her soaking wet cunt against Derpy's thigh. The pace is slow at first, but gradually her rubbing becomes more and more insistent and her moans louder and more intense. Derpy can't help but grin slightly, and redoubles her efforts. Her right hand more savagely caresses Carrot Top's ass, while her left relentlessly molests her breast. She grabs Carrot Top's nipple and gives it a forceful tug, and finds herself rewarded by a sudden jet of something warm and wet, accompanied by an outright scream of pleasure from the object of her affections. Carrot Top's milk,  now copiously and steadily flowing from both of her breasts, is sweet, thick and rich. Derpy gleefully shoves her face into Carrot Top's bosom, drinking deeply of the rich nectar. “D-derpy, don't... I need it.” She pushes Derpy away.  “Stop with the foreplay already and fuck me, god dammit.” Derpy can only grin wider. Wordlessly, she turns Carrot Top around and bends her over, giving herself a perfect view of her silky white panties, so soaked with fluid as to be completely transparent. She reaches down and violently tears them from Carrot Top's body, eliciting a sharp gasp from the curvy earth mare. Derpy steadies herself by grasping onto Top's cutie mark, and slowly moves her body back, savouring the sweet, sweet anticipation. Finally, she can't take it any longer; taking careful aim, she plun-_  “Hey, Derpy, Orange or indigo?”

Derpy jolted out of her daydream and focused once more on reality. “And don't say the green one, because I know it's your favourite and yeah, it goes with my eyes, but it's the sexiest thing I own. You can't just start at the top, you gotta work up to it.” She held the orange swimsuit up thoughtfully. It was a one-piece, though with none of the modesty that one-piece swimsuits typically have. There was a plunging neckline to show off Top's very generous cleavage, and a large hole to show off her midriff. The sides also plunged, leaving the sides of her breasts exposed. Derpy blushed very slightly. “I dunno, the orange one matches my fur and my hair, but that's kinda the problem. I mean, yeah, it's super sexy, but it blends in too well with my fur and so no one really notices it and I end up not standing out as much which is, like, the opposite of the point of the beach. I wanna get ogled, dammit.” She lowered the orange suit and held the indigo bikini up against her body. “Indigo's good for that. It doesn't really match, so it stands out, but it doesn't clash so bad that I look like I'm colourblind, either. Plus it kinda feels like it's shrank a bit. Well, that,” she paused to heft her generous bosom, “or these babies somehow got bigger.” She gave her ass a light smack, causing Derpy to wince very slightly. “Down here, too. The bottom's basically turned into a g-string and the whole thing actually kinda digs into my skin a bit. Yeah, it draws attention, but is that worth discomfort? I dunno, what do you think, Derps?”

“Indigo,” Derpy snapped tersely.

Carrot Top sighed. “Derpy...”

“Yeah, yeah. Sorry, I know I should participate more, but I just don't know as much about this kind of thing as you do,” Derpy lied through her teeth. Of course that wasn't the reason, but it made Carrot Top forget about her friend's obvious misgivings about the whole ordeal and go back to being excited.

“Right, then. Indigo it is! I'm gonna go pack. Have you arranged for a sitter for Dinky? Or are you just gonna make Sparkler do it again, because I'm pretty sure she'd like to have the opportunity to do her own thing for once. Unless you're payin' her, she'd prolly be okay with watching her kid sister if you're payin' her. I mean, I know back when I was her age, I was-”

“I've got it handled, Top. You go pack your stuff, I need to pack mine.”

“Are you gonna be wearing that same pink bikini you always wear? Because I keep telling you that it's super frumpy and you need to get a-”

“ _I've got it handled,_  Top.” Derpy grabbed Carrot Top, turned her around, and shooed her out of the room without another word.

“Fine, I know where I'm not wanted,” Top said with an exaggerated pout. She left, and Derpy found herself unable to look away from the sexy sway of her hips as she did.

“... I shouldn't be jealous,” Derpy said, half-heartedly.

If puberty had hit Carrot Top like a twenty ton freight train, then with Derpy a more apt simile was a child's tricycle, insistently bumping her feet until she stepped out of the way and let it pass. She had modest B-cup breasts, just barely above A, that couldn't hope to compare to the glory of her best friend's head-sized rack. Nothing about Derpy could hope to compare to Carrot Top, really. Her hips were almost as wide and her ass very slightly fuller, but that just made her inadequacies elsewhere more apparent. And besides, Derpy was convinced that her butt was lopsided, no matter how much Carrot Top tried to convince her otherwise. Beyond that, her mane and tail were ratty and dry, her wings were undersized, her feathers seemed unkempt no matter how thoroughly she preened them, and she was walleyed. As much as it made her feel guilty, there was a lot for Derpy to be jealous  _of_. Carrot top was absolutely gorgeous and Derpy felt left behind. And, as much as she knew it couldn't possibly be true, there was still a small part of her that worried that Carrot Top was only still friends with her to make herself somehow look even better in comparison.

Derpy decided better of continuing that line of thought. She had packing to do, though she had less of a decision to make than Carrot Top – swimwear wasn't cheap at the best of times, and adding any kind of enchantment could push that price up to hundreds of bits. Carrot Top spent almost all of her spare money on swimwear, but Derpy had two daughters and other things she would rather buy, so she only had the one swimsuit. It was a lavender bikini, nothing as ostentatious as Carrot Top's vast catalogue of beach wear. It bore a simple fitting spell that let Derpy safely ignore watching her figure without having to worry about needing to buy a new one, along with a few other perks. She also grabbed a beach towel, and, after some thought, a spare, which she casually shoved into a tote bag along with her bikini. Satisfied, she looked at the time. “I should have at least an hour before Carrot Top finishes packing. Good.” She quickly tossed her bag onto her bed and darted to the bathroom, shutting and locking the door behind her. She was still hot and bothered from her earlier fantasizing, and it wouldn't do to be that aroused at the beach lest someone notice. She turned the shower on, turning the water as cold as it would get, and then paused.

“... Fuck it. I've got time.” She turned the temperature up. “Hate cold showers anyway,” she muttered as she began to remove her clothing. First was her shirt, then her bra, unceremoniously tossed aside as she reached up to rub a breast. It was barely a handful – she frowned slightly as she thought that she would easily need both hands to even come close to covering one of Top's milkbags. “No, now's not the time.” She removed her pants more slowly, caressing her hips as she journeyed downwards. She tossed them aside, and then moved on to her panties.

She hesitated.

“You've already started, Derpy. Don't give yourself blue balls now or you'll  _really_  regret it once Top gets that bikini on. Ugh, why couldn't she have picked something frumpy for once.” Still, despite her words, her hands moved agonizingly slowly. She stopped, and closed her eyes tightly. “Ugh, hate this part. Better just get it over with quickly.” She violently tore her panties down in one go, wincing as the fitting enchantment suddenly vanished the instant she was no longer 'wearing' them. She turned to look in the mirror. “Well, okay, maybe puberty didn't  _entirely_  pass me up,” she muttered again as she looked down at her achingly hard, two-and-a-half foot long horsecock.


	2. A Quick Shower

Derpy had always had a penis, at least as far back as she could remember. According to the doctors she had seen it was likely caused by some kind of magical imbalance in her mother before she had been born. It had been significantly more discreet when she was younger, though. It was small enough that she could get away with not using enchanted underwear to hide it. It wasn't until middle school that the onset of puberty made the enchantment a necessity, if only because the thing started growing bigger and bigger until it was the size of her forearm when soft. Celestia forbid she get an erection while at school, or even the baggiest clothing she had wouldn't be able to conceal the monstrosity. Magical enchantments on her clothing helped keep it a secret, as did negotiating with the administration to get her out of gym, which was where she met Carrot Top.

Carrot Top, according to her mother, had glandular issues that made her get exhausted incredibly easily, which was enough to get her out of physical activity and in study hall with Derpy. The two had hit it off immediately and had been best friends ever since. “Although,” Derpy mused, staring at the reflection of her gigantic member in the mirror, “I never did work up the courage to tell her about  _this_.” Her cock, by now fully hard and leaking copious amounts of pre, was like a third leg jutting out of her torso. She had a sizable pair of balls, though her doctor told her that the semen they produced (and they produced quite a bit) didn't contain any sperm so there wasn't any worry of her ever getting anypony pregnant. The base of her cock was a dark grey-purple; around her medial ring, heart-shaped splotches of pink began to appear, and the upper half of her cock was entirely pink. Derpy didn't know much about the average size of penises, but she knew hers was significantly bigger than Dinky's father's. He was the only stallion she had ever slept with. It hadn't gone well, but Derpy took solace in the fact that he had at least been willing to try.

Not more than once, and he had never spoken to her again, but he  _had_  promised to keep it a secret and as far as Derpy knew, he had kept his word. After that she had given up on romance altogether. Raising Dinky and finding a source of income was more important than getting into the dating scene. Carrot Top helped in her own way by inviting Derpy in as her housemate – she had originally offered it free of charge, but Derpy insisted that wouldn't be fair, eventually finding work as a mailmare. Between their two paychecks, they managed to make a comfortable living for the three of them.

Derpy's member twitched slightly, as though protesting being ignored in favour of reminiscing about the past. “Right. Better just get this over with now.” She grasped the base of her shaft with her left hand, debating how to go about this. Most ponies don't spend time thinking about the logistics of masturbating in the shower, but most ponies don't have two and a half foot long cocks that come literal buckets. The first step, though, was to get into the shower. The water would hopefully expedite the cleaning process, as Derpy doubted she had the time to thoroughly clean up after herself, and  _really_  didn't want to risk Dinky stumbling into a cum-soaked bathroom and asking awkward questions, or Carrot Top beating her to it when they got back and discovering her secret.

Or, Celestia forbid, both.

Not wanting to waste more time, Derpy stepped into the shower, taking a brief moment to relax before grasping her shaft with her other hand. She turned her body to face the water, allowing the shower to gently massage her cock as she began to slowly and gently stroke it. Gently, she lowered her body and carefully took a seat on the shower floor, leaning back and letting her mind slip once more into fantasy.

_Carrot Top stares with shock at her friend's mighty member. “Sweet Luna's ass, Derpy, that thing's fucking enormous! There's no fucking way I'm gonna fit that thing inside me!”_

_Derpy is taken aback by Top's words. “Oh. Um...”_

_“I mean, look at it! It's bigger than my freaking torso! Shit, it's bigger than YOUR freaking torso!” she punctuates this statement by giving the thing a good shove, causing the head to hit Derpy square in the nose._

“Ow!” Derpy let go of her cock to rub her nose. That fantasy had been a bit too real for comfort. She gave the thing a good stern glare. “Come on, this is my fantasy, I should at least get to have sex with the gorgeous mare.” Her penis twitched, and Derpy stared at it. The imaginary Carrot Top was right, though. It reached almost eye level. Derpy had never really thought of that before.

She paused in her stroking.

And then she gave the tip of her member a slight lick.

Derpy had an idea. It was probably a terrible idea, but damned if she wouldn't try anything at least once. She closed her eyes, moved her head forward slightly, and began to fantasize once more;

 _Carrot Top stares with awe at her friend's mighty member, jaw hanging slightly agape. “Sweet Luna's ass, Derpy, that thing's fucking enormous! There's no fucking way I'm gonna fit that thing inside me!” Her voice this time around is husky with arousal, and she punctuates her statement with a sensual lick of her lips._  - Yes, Derpy decided, this was going much better. She took a tentative breath, inhaling her own musk “Wow... I smell good...” She gave her cock's wide, flat head another tentative lick. “Fuck it, at least there'll be less cleanup.” Derpy dove right in.

_And so does the imaginary Carrot Top, roughly shoving Derpy onto her plush rear before kneeling in front of her, eyes still fixated on the immense, throbbing organ before her with an intensity that almost scares Derpy. “Uh, Top? What are you-”_

_“Well, like I said, there's no way I'm fitting that thing inside me without tearing something. But I am absolutely NOT gonna let that magnificent cock go to waste.” She leans forward and lightly grabs Derpy's hefty balls. “Geeze, what did they feed you? These things are the size of fucking grapefruits.” She punctuates this by giving them a good, solid squeeze that makes Derpy wince. Carrot Top licks her lips once more. “So if I ain't gonna get to fuck ya' proper, I might as well at least give you the titjob of a goddamn lifetime.” Carrot Top leans in closer, slowly crawling forward and forcing Derpy almost onto her back. She licks her lips before gingerly doing the same to Derpy's cock. “You taste goooooood,” she says huskily, the sentence devolving into a sensual moan. She licks Derpy's cock again, starting at the top and working her way down to the base. She attempts to take one of her friend's balls into her mouth, only managing a fraction of it. Still, she gives it a good suck before moving to the other one and giving it some attention. She shoves her face under Derpy's sack, inhaling deeply before giving her clit a light kiss and then reversing her journey. “And you smell great too. I think I could come just from this. You ever thought'a selling your sweat as an aphrodesiac?” She doesn't give Derpy a chance to reply, licking her way up the veiny shaft before pausing again at the medial ring. She turns her head sideways and wraps her lips around as much of Derpy's length as she can, gently sucking and nibbling. The attention causes Derpy to buck her hips slightly. Carrot Top immediately pauses, glancing sternly up at her friend. “Oi, hold it in a little longer, we're just getting to the best part!”_

_Derpy nods absentmindedly, her breaths rapid, shallow, and laboured. “Don't stop,” she mutters over and over, more to herself than to Carrot Top._

_The orange mare grins widely before returning to her work. “Don't worry, hon, we're almost there.” She resumes licking at Derpy's medial ring before resuming her upwards motion. As she reaches the top, she gives Derpy's head a light kiss before pressing her body into Derpy's. “Heh. You're big enough we're face to face. Lucky break, huh?” Derpy can only respond with a mindless groan as Carrot Top's massive tits press into her own, more modest pair, enveloping the top half of her glorious shaft. Now the fun really begins.” There were no more words. Derpy reached around behind Top's neck, pulling her friend into a passionate kiss as Carrot Top's own hands occupied themselves with pressing her tits together. They form a tunnel, warm and soft and tight, all at the same time. Derpy finds herself already thrusting lightly, her hips pumping themselves of their own volition. She feels a tightening sensation deep in the pit of her stomach, and a vague tingling sensation moving throughout her cock._

_And then Carrot Top begins to move her breasts. Slowly at first, but very quickly picking up speed. Derpy breaks the kiss with a wild scream. Her tongue hangs out of her mouth and her eyes roll up into her head, though in slightly different directions. Her wings, already stiff as boards, begin flailing around wildly, sending water everywhere outside of the fantasy. Carrot Top takes advantage of the kiss being broken to turn her attention elsewhere. Continuing to pump her breasts up and down with a steady, forceful rhythm, she wraps her mouth around the head of Derpy's cock, sucking up the fluids her friend had been copiously leaking already. Derpy is humping furiously at this point; if Carrot Top wanted to, she could let the pegasus do all of the work. Her own hips slowly thrust into midair, and instead she redoubles her efforts, pushing her hands even harder into her breasts. Somewhere in the back of her mind, Derpy feels a moistness on her chest, though whether its source is Carrot Top's milk or the shower outside of the fantasy. Carrot Top doesn't seem to care, instead sucking on Derpy's cock even harder. The tightening in Derpy's stomach extends to her balls, and the warmth in her cock turns into a raging fire._

_Carrot Top sticks her tongue into Derpy's urethra, and the pegasus is finally pushed over the edge. Her cock pulses once, and then again, and then_  Derpy's left eye shot open as she came into her own mouth.

Her orgasm felt like she had shoved a fire hydrant into her mouth. Instead of coming in spurts it was a steady, powerful flow that quickly became far more than she could handle. Her cheeks puffed up as semen spurted out of her mouth and began to leak out of her nose. She tried her very best to swallow it, but it was too much and eventually she had no choice but to spit her cock out, coughing up semen. Her orgasm continued on for what seemed like an eternity. Eventually, the steady flow turned into a few weak spurts, and then nothing. Derpy collapsed backwards, letting the shower caress her as she basked in the afterglow. Her breathing was deep and relaxed as she surveyed her surroundings.

The walls around her were coated with streaks of semen, as was the cutrain. Some was being washed away by the shower, but most stubbornly clinged on. The ceiling didn't even have that slight advantage,  long streaks sticking stubbornly overhead. Her own nose was still leaking small amounts, and much of her face and torso was coated either by what leakage she couldn't contain when still attempting autofellatio or the aftermath of giving up on even trying to swallow her own load. Her genitals themselves were an absolute mess of clear, sticky fluid, completely coated from top to balls.

“Yeah, right. Less cleanup my ass.”


	3. The Changing Room

Cleanup has been easier than Derpy had expected. The cum in her fur was fresh enough that it easily washed out in the already running shower. The walls were easily cleaned in the same manner, though the ceiling proved more challenging. Derpy ended up using Carrot Top's loofah as a makeshift sponge and hoped she got it all. The real problem was the aftertaste her cum had left behind - an unpleasant, strongly bitter taste. She brushed her teeth, and then did so again, more thoroughly, but still the taste lingered like a bad memory and she only had so much time before they had to leave for the beach. She popped a breath mint and mentally filed autofellatio away as a Bad Idea, before quickly drying herself off. She grabbed her panties and set about the somewhat arduous task of getting them back on when there was a knock at the bathroom door.

“Oi, Derps, hurry up, there's only so many hours in a day.”

“Gimme a sec, I'm getting dressed.”

“Right-o! I'll be waiting at the door when you're ready. Try not to take too long deciding what to wear, that's my job.”

Derpy rolled her eyed and carefully pulled her panties on over her cock. The magic that hid her sizable bulge was somewhat finicky. Not being hard made it easier, but she still had to fiddle with getting it in just the right position before her cock seemingly vanished and allowed her to put her underwear on properly. The rest of her clothing was easy in comparison, and in no time at all she was grabbing her bag and heading out with Carrot Top.

“Cab's here!” Carrot Top grinned enthusiastically, loading her bag into the trunk of the chariot. “Now, just to make sure everything's clear, we're hittin' up the local lakes and shit this week and then next week we're heading off to L.P. for a real beach vacation. You've got the time off squared away, right?”

Derpy sighed as she loaded her own bag. “You worry too much, Top. Everything's cool.”

“Fiiiiiine, but don't come crying to me when shit goes wrong.” Derpy giggled as Carrot Top got in the chariot with a huff.

The lake was only twenty minutes away by chariot, so their journey was short. Derpy wasn't a fan of beaches, but the smaller lakes near Ponyville at least tended to have less people. There was still more of a crowd than Derpy would have preferred, but considering she would have preferred no one at all, that was understandable. There was a small shack at the edge of the beach, near the road to town, that contained bathrooms and a pair of changing stalls for beachgoers. Carrot Top led the way, only to pause at the first stall. “Ugh. Looks like someone decided to throw up all over the place.”

“Ick. Is the other stall clean?”

Carrot Top leaned over and looked in. “Yeah, this one looks fine. Come on, let's get changed.”

Derpy wrinkled her nose. “Oh. Uh, I figure one of us'll have to use one of the toilets?”

“Fuck that shit.” Carrot Top grabbed Derpy by the arm and dragged her into the changing room. “We're both girls. Ain't like you've got anything I haven't seen before and it'll give you an excuse to see me naked.”

“I- what?!” Derpy blushed as Carrot Top closed and locked the stall door. “Carrot Top, I don't-”

The orange earth mare turned and gave her friend a meaningful look. “Hon, I'm not blind, and you've never been very good at subtlety.” Derpy sputtered and Carrot Top sighed. “Look, Derps. I ain't exactly shy. You get that, right? Like, I like being looked at. A lot. And you look at me a lot, did you think I didn't notice?” Derpy took a step back and sat down on a bench that was built into the dividing wall between the two stalls. Carrot Top sighed and took a seat next to Derpy, grabbing her hand and looking into her eyes. “This probably wasn't the best time to get all this shit out in the open, huh?”

Derpy fidgeted. “You have  _no_  idea.” She looked down at her feet, blushing heavily. “Look, I'll just go to the bathroom to change and we can talk about this later when we're not-”

“Derpy, I love you.”

“... What?”

Derpy turned to look at Carrot Top, expecting her usual goofy smirk. Instead Carrot Top was dead serious, everything about her expression oozing sincerity. She was serious. “I mean, fuck, you're my best friend, right? For, like, three years you were pretty much my  _only_  friend.” Carrot Top looked down and hefted her chest. “And then when these happened you were the only person who never treated me any differently. I mean, yeah, you  _looked_ , but so would anyone else. 'sides, I  _like_  being looked at, and that was the only difference in how you acted around me. So yeah. I guess I love you.” She leaned back, looking wistfully at the ceiling. “Sorry to lay this all on you like this. Prolly coulda figured out a better time, but at least we're alone, right?”

“I, um.” Derpy stared at her friend, baffled by the turn of events. “I don't know what to say.”

“That you love me? Or that you don't, I guess, I figure I could live with that so long as we're still friends, but it'd be awkward and anyway we both know that's bullshit.”

“Yeah.”

“Sooooooo... wanna make out?”

“Carrot Top, this really isn't the best place for-”

“Derps. It's the beach. People come here pretty much specifically to fuck in the bushes and you're turning down makeouts?”

“It's not that, it's just that... uh...” And here was the part, Derpy realized too late, where her secret came out. There wasn't really an option. Even assuming things didn't escalate to sex – which, knowing Carrot Top, was doubtful – Derpy still had to change into her swimsuit, and she doubted Top would be any more willing to let her go change in a bathroom stall now that her feelings were in the open. And even if she did, she wouldn't be able to avoid sex forever and it wouldn't be fair to Carrot Top not to be up front about her extra appendage.

“If it's not that, then what is it?”

“I've got something I need to tell you. Just-” Derpy found herself interrupted by the sound of moaning from through the walls. Carrot Top groaned.

“There, see what I mean? Teens fucking in the bathroom. Presumably all the bushes are taken.” She leaned in closer to Derpy. “Look, I dunno what's up with you, but I  _know_  you want this. Shit, you've wanted this for  _years_. Like I said, I've  _seen_  you looking at me and I've  _seen_  the  _way_  you look at me. And all those times I complimented your butt? I meant it, you've got the best damn ass in all of Ponyville. So you want this, I want this, we've both wanted this for years, and whatever thing you've got goin' on in your brain that's making you say no, it can't possibly be worth passing up this chance for even a few hours.” Carrot Top grabbed Derpy by the shoulders and pushed. “So I'm gonna just take the lead and if you don't like it, tough.”

Carrot Top was not what anyone would call fat, but that was only because the considerable amount of weight she had was concentrated in the exact right areas. She was still a very heavy pony, and Derpy found herself pinned under her considerable bulk. Carrot Top was deceptively dextrous, and had managed to, in the few seconds it had taken her to shove Derpy over she had managed to twist her around so that the two were facing each other, their faces centimetres away from each other. Carrot Top was breathing heavily, almost panting, a slight blush on her face. “Sorry about this, but like I said, I ain't waiting any longer.” With that, she closed the final gap and they kissed.

Really kissed.

This wasn't a fantasy. This was actually happening in real life. To say the realization hit Derpy like a ton of bricks would be an understatement; it was more akin to a runaway freight train jumping the rails and ploughing its full bulk, hundreds of tonnes of steel and fire directly into her face. Derpy moaned into the kiss, deep and sensual and long. Her mind still knew that this was a bad idea, but her mind was no longer an active player in events. Her cock, though still concealed by the special enchantments on her underwear, was so hard that it hurt. Her balls throbbed dully as more and more blood flowed into her lower body. Behind them, sexual fluids veritably gushed from her pussy. Derpy's arousal was preventing any real coherent thought.

So she decided that fuck it, instinct can take over. If this was going to happen anyway, she might as well enjoy it.

The first thing instinct did was decide that the shirts had to go. She wanted to see those glorious tits in all their glory in the flesh. She reached down and grabbed the bottom of Carrot Top's shirt, roughly yanking it up. She broke the kiss only for as long as she needed to to pull the short over Carrot Top's head before removing it completely. She resumed the kiss as she reached behind Top's back to fiddle with her bra.

Carrot Top groaned into the kiss, forcing her tongue deeper. She reached around behind Derpy and gently caressed her wings. Derpy's wings flared wildly at the attention, and there was a loud snapping noise.

“Uh... oops. Sorry.”

“It's okay, I've got plenty more bras where that one came from. Get as rough as you like.”

Derpy awkwardly discarded the now broken bra as Carrot Top got off of her, putting her breasts in full view. Derpy stared at them, wide-eyed, her mouth hanging open ever so slightly. Without the enchantment in her bra, the effect of gravity pulled them down ever so slightly, giving an obvious visual indication of their weight without marring their perfection. Her nipples were a different shade of pink than Derpy had pictured, and also were larger; each one jutted out more than an inch, and the whole thing, aerola and all, had to be at least three inches across. Carrot Top smirked, and hefted one slightly. “Like what 'ya see, Derps? Don't worry, they're  _aaaaaall_  yours.” Derpy tentatively reached forward and grabbed one. It was soft and supple, with a slight firmness to it. She squeezed gently, drawing a soft moan from her companion. “Come on, you can do better than that.” Derpy responded with a more forceful grope, eliciting a more forceful moan from Carrot Top. “Yeah! Now that's more fuckin' like it!”

Derpy leaned forward and gave Top's left nipple a kiss. And then another, before enveloping it entirely with her mouth. Her right hand kept hold of the breast, keeping it steady while she gently sucked and nibbled at Carrot Top's teat, while her left hand moved downward, slipping into Carrot Top's pants. Carrot Top's cunt wasn't hard to find, leaking almost as much as Derpy's was. Derpy firmly pinched Carrot Top's clit, causing the earth pony to spasm and wrap her arms tightly around Derpy.

“Mmmmmmfuck yeah do that again!”

Derpy was all too happy to oblige, pinching Carrot Top's button between her index finger and thumb, slipping the other three into her moist fuckhole. Carrot Top's reaction was immediate, with more spasming and incoherent swearing; “Mrgrfuckfuckfuck yesyesyes moremoreMORE!”

Derpy felt a moist sweetness on her tongue. That caught her off guard; yes, she had fantasized about it more than once, but she'd never expected Carrot Top to  _actually_  lactate during sex. She greedily shoved her face into Top's milkbag, squeezing tightly with her hand in an attempt to coax a more steady flow and pushing Top onto her back, their earlier positions reversed.. But it remained a tantalizing trickle, enough to give Derpy a taste but leave her wanting more. In frustration, she gave Top's teat a not quite gentle bite, and that was what drove her over the edge. The flow of milk turned from a trickle to a violent spurt that Derpy greedily gulped down, and Carrot Top let out a passionate scream, her inner walls furiously pulsing and milking Derpy's fingers.

“Holy  _shit_ , Derps. I wasn't expecting  _that_  when I got up this morning.” Derpy flopped backwards, lying down on the bench as Carrot Top got up. “Geeze, that was pretty good considering you've never done a girl before.” She got up and stretched. “Anyway, I figure I oughta return the favour. Lemme just...” She leaned in and undid Derpy's pants pulling them down. Derpy stared up blearily through the haze of arousal. Carrot Top leaned in and inhaled the scent of Derpy's fluids. “Now, lemme show you how to  _properly_  eat out a lady.” She hooked her fingers around Derpy's panties and began to slowly pull down.

Something clicked in Derpy's mind.

“Top, wait! Don-”

But it was too late. The magic stopped working, and Carrot Top was smacked in the face by two and a half feet of horsecock suddenly coming into existence.


	4. Sex on the Beach

“Ow.”

“Shit! Are you okay?”

Carrot Top rubbed her jaw. “You've got a  _hell_  of an arm on ya', Derps.”

“Very funny. Seriously though, are you okay?”

“Yeah, I'm fine. Just sore. Seriously, what the  _fuck_  just happened?”

“Uh...” Carrot Top was frowning. That probably wasn't a good sign. Derpy blushed and looked down. Carrot Top followed suit.

And that was when she finally saw it.

Her eyes widened and her jaw dropped.

“ _Damn_ , son.”

“... What, that's it?  _That's_  your reaction? 'Damn, son?'”

“Derpy, hon, anything I could say would be an understatement. Like, holy  _shit_ , that thing's as big as you are!”

“It's not that big...”

“Sure fuckin'  _felt_  that big.” Carrot Top got up, rubbing her jaw once more. “So, uh, I'm guessin' this is why you wanted to wait?”

“Little bit, yeah.”

“Don't say 'little' in relation to that, Derps, 's dishonest.” She reached over and grabbed her bag, opening it and rummaging around. “Hold on a moment... Ah, here we go.” She pulled out a small box, the kind that usually contains bandages or-

“Condoms?”

“Yep. I mean, let's face it, you're not gonna be able to get your swimsuit on while the elephant trunk is in the mood for fun, and it looks like your underwear, uh, didn't exactly survive it coming out to play.” Carrot Top was right; Derpy had broken more than a few pairs of panties when she tried to take them off with a hardon. Eventually, she had learned that there was a very specific way they had to be removed to avoid breaking them, something Carrot Top was unaware of. Her underwear was thoroughly ruined. “Soooooo I figure that we're gonna have to take care of him one way or another, and I'm optin' for the fun way.”

“Carrot Top, even if you somehow had a condom that could fit me, which I  _sincerely_  doubt, there's no way that I'm fitting inside you. Like, I get that we should probably deal with this if I want to leave the changing room any time soon, but it'd just be more practical to -”

Carrot Top placed a finger over Derpy's mouth. “Pfffft, please. You've got a cock the size of a limb and you think I'm gonna pass up the chance to ride it like there's no tomorrow? 'sides,” she waved the box of condoms around. “This shit's magic. They fit any cock, and as an added bonus, lets any cock fit any vag. Nifty if you're a size queen but don't wanna get torn in half.”

“... Why would you even have those?”

“You know me, always prepared for any sexy eventuality. Ooooh, they come in  _colours_. You want blue or green?”

Derpy frowned. “No, seriously, why would you have magic condoms. Those can't possibly be cheap, and I  _really_  don't believe you can just walk to the convenience store and ask the clerk for a box of magic condoms. You'd have to order them from the internet or go to a specialty shop or something.”

Carrot Top sighed, tearing open a pale pink packet. “Look, Derpy, I know what you're thinking, and if I knew about your monster dong, do you  _really_  think I woulda gotten kay-ohed just then?” Derpy opened her mouth, and then closed it again. That was a very good point. “Not to say there ain't a story behind 'em, mind.  Couple of years back, I caught AJ's brother, you know him? Big red guy, doesn't talk much. I caught him starin' at my tits, one thing led to another, and, well, let's just say that they don't call him 'Big' Macintosh for nothing.” She gave Derpy a meaningful look, and then suddenly her hand shot out and grabbed Derpy's penis, eliciting a surprised squeak from the mare.

“Carrot Top, what the fuck?!”

“Hush, hon, I just want a visual aid.” She grabbed the broad, flat head, while her other hand grasped the shaft at its base. “You've got him beat in terms of length, and your balls are bigger, too,” her lower hand moved to Derpy's testicles at this, lightly massaging them. Derpy tried her hardest to hold back a deep, guttural moan, if only to avoid interrupting the story. “But he wins thickness by a goddamn mile. When he got fully hard, I swear he was a fucking foot across.” She gestured, an act which ended her ministrations. This time Derpy couldn't hold back the pitiful groan at the sudden lack of attention.

Carrot Top grinned wickedly. The story was just getting started.

“All I know is that he couldn't get his hands all the way around it, and he's got some pretty big fucking hands, mind.” Carrot Top took a step back, taking in the sight of her squirming marefriend. She put on the sultriest smirk she could manage, and rolled her wide hips enticingly as she undid her belt and slowly pulled down her pants. Her panties were soaked to the point of being translucent. “So there we were, naked, horny, and he's got this monster cock and I want that shit in me. He's not gonna object, so I get ready to fuck him and it won't fit.” Top punctuated this by giving Derpy a light poke in the centre of her chest, sending her flopping down onto her butt. “Like, it's so huge that it just straight-up won't go in.” Top knelt in front of Derpy, all of her attention focused on her friend's lightly throbbing length. She leaned in close and gave it a kiss on the head, causing Derpy to spasm slightly. “And then he says that normally he's got these enchanted condoms for this kinda thing,” she waved the condom that she had removed from its packaging moments earlier to emphasize the point, “but he's only got the ones that fit him, not the ones that let him fit any ladies and I'm like, fucking excuse me? That's your excuse? How many ladies are you fucking that magic condoms are in short supply? And he gets all apologetic, but I ain't havin' any of that shit. I came here to get proper laid, not to give some guy a bj because his giant-ass meatstick can't fit in a normal-sized lady's pussy.” She gave Derpy another quick lick. “'course, I ain't adverse to a good blowjob every now and then, but it's the principal of the matter. So I storm off and leave him with blue balls and I've made sure to have these babies on me at all times ever since.” She deftly slipped the pink condom onto Derpy's cock in one fluid motion. “'Cause you never know when you'll have a cock emergency.”

Derpy had by this point been reduced to a quivering mess by Top's teasing. “ _Fuuuuuuuuuuck!_ ”

“In a second, hon, gotta take off the panties first.” Carrot Top hooked her thumbs into either side of her last remaining clothing. She slowly pulled them down, rocking her hips back and forth all the way. The motion caused her pendulous breasts to jiggle ever so slightly, which drew Derpy's attention to them, and to the fact that there was still a very slight trickle of milk dribbling from her nipples. “Don't feel too bad if you come right away because it's not like I ain't already gotten my own orgasm outta this.” She finished removing her panties, twirling them around her index finger before deftly slingshotting them directly at Derpy's face. They landed on her snout, giving her a powerful nose-full of Carrot Top's sexual odours. Her mind was once again spinning with desire and arousal beyond conscious thought. “'sides, if I'd gone through alla' this teasing, I know I'd blow my proverbial load at the slightest touch, let alone a hot mare takin' me to the hilt. Speaking of which...” Carrot Top gently grasped Derpy's shaft with one hand, the other spreading her moist cunt. She licked her lips as she carefully guided the one to the other.

Derpy's vision blurred, her eyes rolling back into her head from the sheer sensory overload. True to her word, Carrot Top took all of Derpy in one fell swoop; in reality, it only took a few seconds, but it felt like an agonizing eternity. The sensation was like nothing Derpy had ever felt before. Heat and pressure, her massive length slowly being enveloped in the slick embrace of Carrot Top's tight passage. And it was  _moving_ , greedily pumping her cock for all it was worth. Even with the layer of enchanted latex acting as a buffer, the sensation was completely overwhelming. Derpy felt a tight warmth in her chest that rapidly moved down her abdomen, settling just behind her groin, somewhere between her cock and balls. She was dimly aware of her wings, fully extended and spasming wildly; of the lazy thrusting of her hips as she tried to get more of that wonderful warmth and tightness; of her hands grabbing Carrot Top's ample hips, fingers sinking into the soft flesh of her new lover's flanks. Her nose was overwhelmed by the musky, slightly tangy odour of Carrot Top's panties, still balanced on her face, a scent that only grew stronger with every thrust into Top's sex.

Carrot Top's breath came in shallow spurts in time with Derpy's thrusting. Her face bore a dopey grin like something from a really bad porno, her tongue lolling out. She knew she probably looked stupid, but she didn't really care - it just felt  _so fucking good_.  She'd never before had a chance to use her magic condoms, so she hadn't been sure exactly what to expect, but the result blew all her expectations out of the fucking water and into the motherfuckin' exosphere. She could feel every single square inch of the massive horsecock plumbing her depths as though she had the two-and-a-half feet of depths she'd need for it to plumb all the way. She was being stretched beyond her limits without actually being stretched beyond her limits. All of the pleasure, none of the nasty side effects of taking a cock the size of your arm, like the mother of all size queen's wet dreams came true all at once and she got to experience it firsthand. Every nook, cranny, crevice and contour of her tight passage was filled with cock all at once, and there was still more cock inside her, throbbing in time with Derpy's heartbeat. Each pulse sent a tingle down her spine. Her whole body, especially her pussy and her tits, felt like it was on fire. But, like, in a good way. A good kind of on fire, if that was even possible.

Fuck it, Carrot Top had never been good with words, and she had bigger concerns on her mind at the moment than describing the indescribable pleasure she felt. For instance, besides the rather blatantly obvious concern, there was the steady flow of moisture down her chest. Her breasts felt tight, a deep but insistent pressure pushing and stretching them from the inside. And it wasn't the fun kind of pressure, either; it was steadily getting more and more uncomfortable. This had happened to her occasionally, when the arousal-induced lactation wasn't enough to outweigh the milk production. Not unlike a cow (a comparison that Carrot Top's younger sister had made more than once, shit-eating grin on her face all the while. Top had taught her well.) And, not unlike a cow, there was a simple solution.

“Hey, Derps,” she said in between breaths. “Gonna need ya' to suck my tits. Like, now.” Derpy responded with an incoherent grunt, eyes still rolled back into her head, and her own tongue lolling out as well. “I'll take that as a 'yes.'” She grabbed Derpy's head, forcefully pulling her up from cowgirl to pounding on the spot before inertia took over and turned it into missionary, giving Derpy a face full of tit that she was more than content to enjoy herself with. The flow of sweet, rich cream was much more intense than it had been earlier, less a trickle and more a steady gushing of breast milk. Derpy's hands moved from Top's ass up to her neck, providing herself with better leverage to suck and thrust from their reversed positions. Carrot Top responded by wrapping her legs tightly around Derpy's waist, squeezing and forcing her deeper.

“Come on, Derps. Fuckin' come already. I wanna feel what it's like to get pumped fuller than full.” Derpy groaned, deep and guttural and muffled by Carrot Top's bosom. Top grinned. “Think of it. Gallons - no, more'n gallons. So much spooge it could fill a room, and all of it goin' into me. I want you to pump me so fuckin' full that it  _hurts_ , even with the condom. Fill me up so much that I look preggers. Nine months. With  _twins_.”

Derpy couldn't help but picture it; Carrot Top so swollen with Derpy's seed that she couldn't fit through the exit of the changing room. That was what pushed her over the edge. She screamed, shoving her face deeper into Top's breast, as her balls pulled in tightly to her body and her cock convulsed before unleashing a torrent of semen. The flow was somehow stronger, more intense, and far more copious than her earlier session in the shower, like someone had stuck an industrial grade hose to her crotch and turned it to full blast. Gallon after gallon after agonizing gallon spewed out in an explosion of mind-numbing pleasure and every drop went into Carrot Top (thanks in no small part to the magic condom.)

And Carrot Top  _felt_  every drop pumping into her. She took back everything she had said about merely being filled with nearly three feet of horsecock, because being filled with three feet of copiously orgasming horsecock was ten thousand times more intense in every way imaginable. Every part of her felt unbelievably, unimaginably full, from her toes to her fingers to the goddamn hair on her head. She came again, and again and again and again, each orgasm more intense than the last. Her pussy convulsed wildly around Derpy's dick, spewing sexual lubricant that mingled with her milk and the results Derpy's own female orgasm.

And then Derpy came again.

Carrot Top's eyes shot wide open as Derpy's flow somehow intensified. “What the fuck, did you just come again without even finishing the first orgasm?” is what she tried to say, but all that came out was incoherent babbling with a few “fucks” and “more” and the occasional “celestia” thrown in for good measure. It shouldn't have been possible. Guys don't have multiple orgasms the way ladies do. But then again, Top mused through the haze, Derpy wasn't exactly a guy.

What followed was what felt like an infinite feedback loop of sex. Whenver one partner came, it pushed the other one over the edge into her own next orgasm, back and forth for what felt like hours but was closer to twenty minutes, only stopping when neither mare had the energy to continue. Derpy flopped over, rolling off of Carrot Top and pulling her finally flaccid cock out in the process, along with the condom. Considering how much fluids Derpy had punped into the thing, it should by all rights have inflated to the point where it filled the room, but the magic meant that the tip had only swollen slightly larger than one of Carrot Top's breasts.

Derpy wasn't sure if she was pleased with the life choices that led to her describing Top's tits as “only,” but when she rolled over and looked into her marefriend's eyes, she decided that it was worth it.

“We should probably get dressed.”

“C'mon, lemme bask in the afterglow at least a bit.”

“Someone might wanna use the changing rooms. 'sides,” Derpy slowly pushed herself into a sitting position. “We've only got so many hours to enjoy our beach vacation.”

“Fine,  _mom_.”

The two mares cleaned up as best they could with the meagre facilities the changing room offered. There was a shower that didn't have nearly enough water pressure, and they took turns washing off what sexual fluids they could before changing into their swimsuits.

“You know, I should buy you some nicer swimwear.”

“I like what I've got.”

“It's a mom bikini, Derps. You're maybe half a step above frumpy one-piece.”

“So? In case you forgot, I  _am_  a mom.”

“Yeah, but if you're gonna be my arm candy, you're gonna have to step your game up a bit.”

Derpy rolled her eyes and adjusted the straps of her bikini. “If anyone here is going to be arm candy, it's not gonna be me, Top. Now come on, let's get goin'.” She turned and opened the door to the stall, behind which stood a very embarrassed Fluttershy and a thoroughly unimpressed Rarity.

“Thirty five minutes,” Rarity said, before Derpy could ask how long she'd been there.

“... oh.”

Each word came out slowly and deliberately through tight, irritated lips. “I am not going to begrudge you having sex on the beach, but I would appreciate it if next time you had the common courtesy to keep it in your fucking pants when you're occupying the only available stall in the changing room.”

**Author's Note:**

> I used Carrot Top instead of Golden Harvest because honestly I've never been a fan of Golden Harvest as a name. It doesn't flow as well, even if it's not the name of a mediocre '90s prop comic. I'm also surprised that apparently no one's used Derpy Hooves but someone's done Golden Harvest. Maybe they did use her but they tagged it as Ditzy Doo instead? But frankly anyone who calls her Ditzy Doo instead of Derpy isn't worth considering. Or, more likely, most people just don't bother using anything other than FiMFiction to post their stuff because it's such a damn good site for it.
> 
> Expect the rest of this at some point in the near future, but in the meantime the full story - all four parts - can be found on my fimfiction, tumblr, or Furaffinity. I don't know if I'll transfer the rest of my library here, as I'm still testing the waters on this site, but I do intend to at least finish with this one.


End file.
